Common use of Adjustments in Share Numbers and Prices Clause in Contracts

Adjustments in Share Numbers and Prices. (a) In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event. (b) As to each Purchaser, from the Closing Date until the 12 month anniversary of the Closing Date, if the Company or any subsidiary thereof shall issue or agree to issue any (i) Common Stock or (ii) any securities of the Company or the subsidiary that would entitle the holder thereof to acquire at any time Common Stock, except in connection with the conversion of the Series A Preferred Stock, but including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents” and collectively “Additional Shares”), except for the Exempt Issuances, entitling any person or entity to acquire shares of Common Stock at an effective price per share less than $2.00, within three Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Anti-Dilution Shares”) equal to (a) the aggregate Purchase Price paid by such Purchaser at the Closing divided by the New Adjusted Purchase Price, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. For purposes of this Agreement, New Adjusted Purchase Price = Adjusted Purchase Price x (A + B) ¸ (A + C). For purposes of the foregoing formula, the following definitions shall apply: (I) Adjusted Purchase Price shall initially mean $2.00, subject to adjustment as provided herein; (II) New Adjusted Purchase Price means the Adjusted Purchase Price in effect immediately after such issue of Additional Shares; (III) “A” means the number of shares of Common Stock outstanding and deemed outstanding immediately prior to such issue of Additional Shares (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of options and convertible securities as outstanding immediately prior to such issue); (IV) “B” means the number of shares of Common Stock that would have been issued if such Additional Shares had been issued at a price per share equal to the Adjusted Purchase Price (determined by dividing the aggregate consideration received by the Company in respect of such issue by the Adjusted Purchase Price); and (V) “C” means the number of such Additional Shares issued in such transaction.

Adjustments in Share Numbers and Prices. (a) In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event. (b) As to each Purchaser, from the Closing Date until the 12 month anniversary of the Closing Date, if the Company or any subsidiary thereof shall issue or agree to issue any (i) Common Stock or (ii) any securities of the Company or the subsidiary that would entitle the holder thereof to acquire at any time Common Stock, except in connection with the conversion of the Series A Preferred Stock, but including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents” and collectively “Additional Shares”), except for the Exempt Issuances, entitling any person or entity to acquire shares of Common Stock at an effective price per share less than $2.00.35, within three Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Anti-Dilution Shares”) equal to (a) the aggregate Purchase Price paid by such Purchaser at the Closing divided by the New Adjusted Purchase Price, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. For purposes of this Agreement, New Adjusted Purchase Price = Adjusted Purchase Price x (A + B) ¸ ( (A + C). For purposes of the foregoing formula, the following definitions shall apply: (I) Adjusted Purchase Price shall initially mean $2.00.35, subject to adjustment as provided herein; (II) New Adjusted Purchase Price means the Adjusted Purchase Price in effect immediately after such issue of Additional Shares; (III) “A” means the number of shares of Common Stock outstanding and deemed outstanding immediately prior to such issue of Additional Shares (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of options and convertible securities as outstanding immediately prior to such issue); (IV) “B” means the number of shares of Common Stock that would have been issued if such Additional Shares had been issued at a price per share equal to the Adjusted Purchase Price (determined by dividing the aggregate consideration received by the Company in respect of such issue by the Adjusted Purchase Price); and (V) “C” means the number of such Additional Shares issued in such transaction.

Adjustments in Share Numbers and Prices. (a) In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event. (b) As to each Purchaser, from the Initial Closing Date until to the 12 month time the Company or any subsidiary first closes on a public offering of its Common Stock or Common Stock Equivalents registered pursuant to the Securities Act (a “Qualified Financing”), provided such Qualified Financing occurs prior to the one year anniversary of the Initial Closing Date, if the Company or any subsidiary thereof shall issue or agree to issue any (i) Common Stock or (ii) any securities of the Company or the subsidiary that would entitle the holder thereof to acquire at any time Common Stock, except in connection with the conversion of the Series A Preferred Stock, but including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents” and collectively “Additional Shares”), except for the Exempt Issuances, entitling any person or entity to acquire shares of Common Stock at an effective price per share to the public (the “Qualified Financing Purchase Price”) less than $2.000.16, within three Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Anti-Dilution Shares”) equal to (a) the aggregate Purchase Price paid by such Purchaser at the Closing divided by the New Adjusted Qualified Financing Purchase Price, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. For purposes of this AgreementNotwithstanding the foregoing, New Adjusted Purchase Price = Adjusted Purchase Price x (A + B) ¸ (A + C). For purposes if a Qualified Financing consists of the foregoing formula, sale of Common Stock together with warrants to purchase capital stock of the following definitions shall apply: (I) Adjusted Purchase Price shall initially mean $2.00, subject to adjustment as provided herein; (II) New Adjusted Purchase Price means Company and the Adjusted Purchase Price in effect immediately after such issue exercise price of Additional Shares; (III) “A” means the number of warrants equals or exceeds the aggregate purchase price for the shares of Common Stock outstanding and deemed outstanding immediately prior to such issue of Additional Shares (treating warrants sold in that offering, the Qualified Financing Purchase Price shall equal the aggregate purchase price for this purpose as outstanding all shares the one share of Common Stock issuable upon exercise of options and convertible securities as outstanding immediately prior to such issue); (IV) “B” means the number of shares together with any warrants sold with that share of Common Stock that would have been issued if such Additional Shares had been issued at a price per share equal to the Adjusted Purchase Price (determined by dividing the aggregate consideration received by the Company in respect of such issue by the Adjusted Purchase Price); and (V) “C” means the number of such Additional Shares issued in such transactionStock.

Adjustments in Share Numbers and Prices. (a) In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event. (b) As to each Purchaser, from the Closing Date until the 12 month anniversary of the Closing Date, if the Company or any subsidiary thereof shall issue or agree to issue any (i) Common Stock or (ii) any securities of the Company or the subsidiary that would entitle the holder thereof to acquire at any time Common Stock, except in connection with the conversion of the Series A Preferred Stock, but including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents” and collectively “Additional Shares”), except for the Exempt Issuances, entitling any person or entity to acquire shares of Common Stock at an effective price per share less than $2.0018.75, within three Trading Days trading days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Anti-Dilution Shares”) equal to (a) the aggregate Purchase Price paid by such Purchaser at the Closing divided by the New Adjusted Purchase Price, less (b) the Common Shares previously issued to such Purchaser pursuant to this Agreement. For purposes of this Agreement, New Adjusted Purchase Price = Adjusted Purchase Price x (A + B) ¸ ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply: (I) Adjusted Purchase Price shall initially mean $2.00, subject the Adjusted Purchase Price in effect immediately prior to adjustment as provided hereinsuch issue of Additional Shares; (II) New Adjusted Purchase Price means the Adjusted Purchase Price in effect immediately after such issue of Additional Shares; (III) “A” means the number of shares of Common Stock outstanding and deemed outstanding immediately prior to such issue of Additional Shares (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of options and convertible securities as outstanding immediately prior to such issue); (IV) “B” means the number of shares of Common Stock that would have been issued if such Additional Shares had been issued at a price per share equal to the Adjusted Discounted Purchase Price (as defined below) (determined by dividing the aggregate consideration received by the Company in respect of such issue by the Adjusted Discounted Purchase Price); and (V) “C” means the number of such Additional Shares issued in such transaction.

Adjustments in Share Numbers and Prices. (a) In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event. (b) As to each Purchaser, from the Initial Closing Date until to the 12 month time the Company or any subsidiary first closes on a public offering of its Common Stock or Common Stock Equivalents registered pursuant to the Securities Act (a “Qualified Financing”), provided such Qualified Financing occurs prior to the one year anniversary of the Initial Closing Date, if the Company or any subsidiary thereof shall issue or agree to issue any (i) Common Stock or (ii) any securities of the Company or the subsidiary that would entitle the holder thereof to acquire at any time Common Stock, except in connection with the conversion of the Series A Preferred Stock, but including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents” and collectively “Additional Shares”), except for the Exempt Issuances, entitling any person or entity to acquire shares of Common Stock at an effective price per share to the public (the “Qualified Financing Purchase Price”) less than $2.000.20, within three Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Anti-Dilution Shares”) equal to (a) the aggregate Purchase Price paid by such Purchaser at the Closing divided by the New Adjusted Qualified Financing Purchase Price, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. For purposes of this AgreementNotwithstanding the foregoing, New Adjusted Purchase Price = Adjusted Purchase Price x (A + B) ¸ (A + C). For purposes if a Qualified Financing consists of the foregoing formula, sale of Common Stock together with warrants to purchase capital stock of the following definitions shall apply: (I) Adjusted Purchase Price shall initially mean $2.00, subject to adjustment as provided herein; (II) New Adjusted Purchase Price means Company and the Adjusted Purchase Price in effect immediately after such issue exercise price of Additional Shares; (III) “A” means the number of warrants equals or exceeds the aggregate purchase price for the shares of Common Stock outstanding and deemed outstanding immediately prior to such issue of Additional Shares (treating warrants sold in that offering, the Qualified Financing Purchase Price shall equal the aggregate purchase price for this purpose as outstanding all shares the one share of Common Stock issuable upon exercise of options and convertible securities as outstanding immediately prior to such issue); (IV) “B” means the number of shares together with any warrants sold with that share of Common Stock that would have been issued if such Additional Shares had been issued at a price per share equal to the Adjusted Purchase Price (determined by dividing the aggregate consideration received by the Company in respect of such issue by the Adjusted Purchase Price); and (V) “C” means the number of such Additional Shares issued in such transactionStock.

Adjustments in Share Numbers and Prices. (a) In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event. (b) As to each Purchaser, from the Initial Closing Date until the 12 month anniversary of the Initial Closing Date, if the Company or any its subsidiary thereof shall issue or agree to issue any (i) Common Stock or (ii) any securities of the Company or the subsidiary that would entitle the holder thereof to acquire at any time Common Stock, except in connection with the conversion of the Series A Preferred Stock, but including without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (“Common Stock Equivalents” and collectively “Additional Shares”), except for the Exempt Issuances, entitling any person or entity to acquire shares of Common Stock at an effective price per share less than $2.000.20, within three Trading Days of the date thereof the Company shall issue to such Purchaser that number of additional shares of Common Stock (the “Anti-Dilution Shares”) equal to (a) the aggregate Purchase Price paid by such Purchaser at the Closing divided by the New Adjusted Purchase Price, less (b) the Shares previously issued to such Purchaser pursuant to this Agreement. For purposes of this Agreement, New Adjusted Purchase Price = Adjusted Purchase Price x ((A + B) ¸ (A + C)). For purposes of the foregoing formula, the following definitions shall apply: (I) Adjusted Purchase Price shall initially mean $2.000.20, subject to adjustment as provided herein; (II) New Adjusted Purchase Price means the Adjusted Purchase Price in effect immediately after such issue of Additional Shares; (III) “A” means the number of shares of Common Stock outstanding and deemed outstanding immediately prior to such issue of Additional Shares (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of options and convertible securities as outstanding immediately prior to such issue); (IV) “B” means the number of shares of Common Stock that would have been issued if such Additional Shares had been issued at a price per share equal to the Adjusted Purchase Price (determined by dividing the aggregate consideration received by the Company in respect of such issue by the Adjusted Purchase Price); and (V) “C” means the number of such Additional Shares issued in such transaction.